Velasco v.

CA
G.R. No. L-31018; June 29, 1973
Ponente: Castro, J.

Facts:
On Nov 29, 1962 the petitioner and the respondent had entered into a CONTRACT OF SALE of
land (2,059 sq m) at for P100,000.00. The said contract was agreed to be under these payment
terms:
● Downpayment: P10,000.00 and P20,000.00;
● P 70,000.00 would be paid in installments; and
● The equal monthly amortization shall be determined as soon as the P 30,000.00
downpayment had been completed.
Petitioner paid P10,000.00 on November 29, 1962 and on January 8, 1964, he tendered the
payment of P 20,000.00 but the defendant refused to accept and refused to execute a formal
deed of sale. The respondents argued that no contract of sale was perfected because the minds
of the parties did not meet "in regard to the manner of payment.” On November 29, 1962
Socorro Velasco offered to pay P10,000.00 as initial payment instead of the agreed P20,000.00
but because the amount was short of the alleged P20,000.00, the same was accepted merely
as deposited and, upon request of Socorro Velasco, the receipt was made in the name of her
brother-in-law. Socorro Velasco failed to complete the down payment of P30,000.00 and neither
has she paid any installments on the balance of P70,000.00 up to the present time. On January
8, 1964, Socorro Velasco tendered payment of P20,000.00 which respondent refused to accept
because it had considered the offer to sell rescinded on account of her failure to complete the
down payment on or before December 31, 1962.

Issue:
Whether or not the parties entered a consummated sale.

Held:
No. The material averments contained in the petitioners' complaint disclose a lack of complete
"agreement in regard to the manner of payment" of the lot in question. The complaint states
pertinently:
● That plaintiff and defendant further agreed that the total down payment shall by
P30,000.00, including the P10,000.00 partial payment mentioned in paragraph 3 hereof,
and that upon completion of the said down payment of P30,000.00, the balance of
P70,000.00 shall be said by the plaintiff to the defendant in 10 years from November 29,
1962;
● That the time within the full down payment of the P30,000.00 was to be completed was
not specified by the parties but the defendant was duly compensated during the said
time prior to completion of the down payment of P30,000.00 by way of lease rentals on
the house existing thereon which was earlier leased by defendant to the plaintiff's sister-
in-law, Socorro J. Velasco, and which were duly paid to the defendant by checks drawn
by plaintiff.
Petitioners admit that they still had to meet and agree on how and when the down-payment and
the installment payments were to be paid. Such being the situation, it cannot be said that a
definite and firm sales agreement between the parties had been perfected over the lot in
question. Indeed, this Court has already ruled before that a definite agreement on the manner of
payment of the purchase price is an essential element in the formation of a binding and
enforceable contract of sale.
The fact that the petitioners delivered to the respondent the sum of P10,000 cannot be
considered as sufficient proof of the perfection of any purchase and sale agreement between
the parties herein under article 1482 of the new Civil Code, as the petitioners themselves admit
that some essential matter — the terms of payment — still had to be mutually covenanted.